Shareholders at Liquidity Services (NASDAQ: LQDT) back directors, pay and plan

Rhea-AI Filing Summary

Liquidity Services, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders voted on four proposals. They elected two directors, Paul J. Hennessy and Jaime Mateus-Tique, to serve until the 2029 annual meeting, with each receiving more than 24.5 million votes in favor.

Shareholders also ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026, with 28,832,766 votes for and 83,380 against. An advisory resolution approving named executive officer compensation passed with 25,421,651 votes for. Finally, shareholders approved an amendment to the company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, with 15,171,994 votes for and 10,344,820 against.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

Liquidity Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			0-51813	52-2209244
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6931 Arlington Road Suite 460
Bethesda, Maryland				20814
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 202 4676868

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		LQDT		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 26, 2026, Liquidity Services, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), pursuant to notice duly given. Three proposals were submitted to the stockholders of the Company (the “Stockholders”) at the Annual Meeting. The Stockholders voted in accordance with the recommendation of the Board of Directors on each of the three proposals. The final voting results are as follows:

Proposal 1: Election of Directors.

Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
Paul J. Hennessy	25,367,832	495,287	3,054,046
Jaime Mateus-Tique	24,539,125	1,323,994	3,054,046

Summary of Results: Each Director Nominee was duly elected to serve until the Annual Meeting of Stockholders in 2029 or until his, her or their successor has been duly elected and qualified, or until the earlier of his, her or their death, resignation or retirement.

Proposal 2: Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026.

Votes For	28,832,766
Votes Against	83,380
Abstentions	1,019

Result of Vote: The Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026.

Proposal 3: Approval of an Advisory Resolution on Named Executive Officer Compensation.

Votes For	25,421,651
Votes Against	364,180
Abstentions	77,288
Broker Non-Votes	3,054,046

Result of Vote: The Stockholders approved the advisory resolution on named executive officer compensation.

Proposal 4: Approval of an Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.

Votes For	15,171,994
Votes Against	10,344,820
Abstentions	346,305
Broker Non-Votes	3,054,046

Result of Vote: The Stockholders approved the amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIQUIDITY SERVICES, INC.
	(Registrant)
Date: February 26, 2026	By:	/s/ Mark A. Shaffer
	Name:		Mark A. Shaffer
	Title:		Chief Legal Officer and Corporate Secretary

FAQ

What did Liquidity Services (LQDT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing two directors, ratifying Deloitte & Touche LLP as auditor, approving an advisory resolution on named executive officer compensation, and approving an amendment to the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.

Which directors were elected at Liquidity Services’ 2026 annual meeting?

Shareholders elected Paul J. Hennessy and Jaime Mateus-Tique as directors. They are each set to serve until the 2029 annual meeting or until a successor is duly elected and qualified, or earlier death, resignation or retirement, consistent with the company’s governance framework.

Was Deloitte & Touche LLP ratified as Liquidity Services’ auditor for 2026?

Yes, shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, with 28,832,766 votes for, 83,380 votes against, and 1,019 abstentions, confirming continued engagement of the same audit firm for the upcoming fiscal year.

How did Liquidity Services (LQDT) shareholders vote on executive compensation?

Shareholders approved an advisory resolution on named executive officer compensation, with 25,421,651 votes for, 364,180 against, 77,288 abstentions, and 3,054,046 broker non-votes, indicating overall support for the pay practices presented for the company’s top executives in the resolution.

Did Liquidity Services shareholders approve changes to the long-term incentive plan?

Yes, shareholders approved an amendment to the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, with 15,171,994 votes for, 10,344,820 against, 346,305 abstentions, and 3,054,046 broker non-votes, allowing the company to update its existing long-term incentive framework.

What were the broker non-vote totals at Liquidity Services’ 2026 annual meeting?

Broker non-votes totaled 3,054,046 for the director elections, the advisory vote on named executive officer compensation, and the amendment to the long-term incentive plan, reflecting shares present but not entitled to vote on certain non-routine proposals at the annual meeting.

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